Sabine Oil & Gas and Forest Oil Announce Definitive Merger Agreement

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Published: May 6, 2014 7:32 a.m. ET

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Complementary acreage positions create an industry leader in East
Texas

HOUSTON & DENVER, May 06, 2014 (BUSINESS WIRE) --
Sabine Oil & Gas LLC (“Sabine”) and Forest Oil Corporation
UKX, +0.41%
(”Forest”), today announced the signing of a definitive merger agreement
under which Sabine and Forest will combine their businesses in an
all-stock transaction. Sabine and Forest’s highly complementary asset
portfolios will create one of the industry’s largest East Texas players,
benefiting from drilling program optimization and economies of scale.
The combination is also strengthened by a sizable collective Eagle Ford
position, as well as Granite Wash, Permian and Arkoma positions that
provide optionality for development and monetization.

Upon completion of the combination transaction, Sabine unit holders will
own approximately 73.5 percent of the new combined entity and Forest
shareholders will own approximately 26.5 percent. The combined entity,
named Sabine Oil & Gas Corporation, will be a newly formed parent
company expected to list on the New York Stock Exchange under the symbol
“SABO”. The combined entity will be headquartered in Houston, Texas, and
be led by Sabine’s current executive management team. The transaction is
expected to be tax-free to Forest’s shareholders.

David Sambrooks, Sabine’s President and CEO, commented, “We are excited
about this highly complementary combination, and the value creation it
will bring to Sabine and Forest equity holders. Since Sabine began in
2007, we have focused on building a significant asset base in East Texas
and with this combination we have created a leading industry position in
this highly economic, multi-play basin. Sabine has had a successful
track record of ~30% CAGR production and cash flow growth since its
inception and industry-leading well results in all of our operating
areas. We look forward to applying this operational expertise over the
new combined asset base.”

Patrick R. McDonald, President and CEO of Forest commented, “We believe
that this transaction creates a great opportunity for Forest
shareholders to participate in the upside potential gained from a larger
and better capitalized entity with a more robust suite of opportunities
and a broader portfolio upon which to execute its capital plan and
strategy. Forest’s asset portfolio is an excellent complement with
Sabine’s asset portfolio and we have confidence that Sabine’s management
team is equipped to deliver exceptional shareholder value through the
enhanced opportunities that are embedded in Forest’s assets.”

In addition to a top-tier 207,000 net acreage position in East Texas,
the combination of assets creates a 65,000 net acreage position in the
Eagle Ford. The complementary nature of Sabine’s and Forest’s assets
present considerable opportunities to generate savings through operating
synergies, benefits of scale, and optimized capital allocation.

The combined company will have estimated proved reserves of 1.5 trillion
cubic feet equivalent (71% gas) (as of December 31, 2013), and estimated
daily production of 345 million cubic feet equivalent (65% gas) for
2014, giving it a leading position among its peers in production and
cash flow growth.

The enhanced financial strength and flexibility of the combined company
will allow it to de-lever its balance sheet through optimized capital
programs. Further, the combined company’s size and scope, in addition to
the expected synergies, is expected to provide liquidity to fund its
drilling program through 2015 without accessing equity markets. The new
entity expects to quickly but prudently evaluate and execute on
accretive asset divestments to accelerate balance sheet de-levering.

TERMS OF THE TRANSACTION
Under the terms of the agreement,
Sabine and Forest Oil will combine their businesses under a newly formed
holding company, Sabine Oil & Gas Corporation (“Sabine Oil & Gas”).
Forest Oil will merge with a subsidiary of Sabine Oil & Gas and survive
as a subsidiary of Sabine Oil & Gas. As part of the transaction, each
share of Forest Oil common stock will be converted into 0.1 of a share
of Sabine Oil & Gas common stock, designed to replicate a 10:1 reverse
stock split. Concurrent with the merger, Sabine’s parent entity will
contribute all of its equity interest in Sabine to Sabine Oil & Gas, in
exchange for which it will receive approximately 33 million shares of
Sabine Oil & Gas common stock. As a result of the transaction, former
Sabine unit holders and Forest Oil shareholders will own approximately
73.5% percent and 26.5% percent, respectively, of the outstanding Sabine
Oil & Gas common stock upon closing of the combination.

The boards of directors of Sabine and Forest have each unanimously
approved the transaction and Forest is recommending approval of the
transaction to its shareholders. Consummation of the transaction is
subject to approval by the Forest shareholders, regulatory approvals and
other customary closing conditions. The transaction is expected to close
in the third or fourth quarter of 2014.

Upon completion of the transaction, David Sambrooks will serve as
Chairman of the Board of Directors of Sabine Oil & Gas as well as
President and Chief Executive Officer. Shane Bayless will serve as
Executive Vice President and Chief Financial Officer and Todd Levesque
will serve as Executive Vice President and Chief Operating Officer. The
Board of Directors of the combined entity will be comprised of the
existing six Sabine board members, as well as two of the current Forest
board members. At closing, it is expected that at least a majority of
the directors will be independent under NYSE rules.

The completion of this transaction will trigger change-of-control
provisions in the indentures governing Forest’s existing senior
notes. These change-of-control provisions entitle holders of the notes
to receive 101 percent of the principal amount of the notes plus accrued
interest with respect to each series of notes. Sabine expects that any
of Forest’s notes that are not tendered pursuant to the change of
control offers will remain outstanding following the transaction,
subject to any opportunistic refinancing of such notes Sabine Oil & Gas
may pursue based on market conditions.

CONFERENCE CALL
Sabine and Forest have scheduled a joint
conference call for Tuesday, May 6, 2014, at 9:00 AM ET to discuss the
transaction. You may access the call by dialing toll free 866.318.8611
(for U.S./Canada) and 617.399.5130 (for International) and request the
Forest Oil teleconference (ID # 16740779). The conference call will also
be webcast live on the internet and can be accessed by going to the
“Investor Relations” sections of the Forest Oil website at www.forestoil.com
or Sabine Oil’s website at www.sabineoil.com.
Transaction overview slides that will be presented during the conference
call will be made available in the “Investor Relations” section of
Forest’s website under “Recent Presentations” and on Sabine’s website
under “Events / Presentations.”

A replay of the conference call will be available through May 13, 2014.
You may access the replay by dialing toll free 888.286.8010 (for
U.S./Canada) or 617.801.6888 (for International), conference ID #
47876321. An archive of the conference call webcast will also be
available at the “Investor Relations” sections of Forest and Sabine’s
websites.

Sabine Oil & Gas LLC is an independent energy company engaged in the
acquisition, production, exploration and development of onshore oil and
natural gas properties in the United States. Sabine’s current operations
are principally located in Cotton Valley Sand and Haynesville Shale in
East Texas, the Eagle Ford Shale in South Texas, and the Granite Wash in
the Texas Panhandle.

Forest Oil Corporation is engaged in the acquisition, production,
exploration, and development of natural gas and liquids in the United
States. Forest’s principal reserves and producing properties are located
in East Texas, the Eagle Ford in South Texas, Arkansas, Louisiana, and
Oklahoma. Forest’s common stock trades on the New York Stock Exchange
under the symbol FST. For more information about Forest Oil, please
visit its website at http://www.forestoil.com.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In
connection with the proposed transactions, New Forest Oil Inc. (which
will be renamed Sabine Oil & Gas Corporation as of the closing of the
proposed transaction) (“Holdco”) intends to file with the SEC a
registration statement on Form S-4 that will include the proxy statement
of Forest Oil Corporation that also constitutes a prospectus of Holdco.
Each of Holdco and Forest Oil Corporation also plan to file other
relevant documents with the SEC regarding the proposed transactions.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free
copy of the joint proxy statement/prospectus (if and when it becomes
available) and other relevant documents filed by Holdco and Forest Oil
Corporation with the SEC at the SEC’s website at www.sec.gov.
You may also obtain these documents by contacting Holdco or Forest Oil
Corporation at Forest Oil Corporation’s Investor Relations department at www.forestoil.com
or by email at IR@forestoil.com.

PARTICIPANTS IN THE SOLICITATION
Holdco, Forest Oil
Corporation, Sabine Oil & Gas LLC and their respective directors and
executive officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect of
the proposed transactions. Information about Forest Oil Corporation’s
directors and executive officers is available in Forest Oil
Corporation’s proxy statement dated March 26, 2014, for its 2014 annual
meeting of share-holders. Information about Sabine Oil & Gas LLC’s
directors and executive officers was filed by Sabine Oil & Gas LLC with
the SEC on May 6, 2014 pursuant to Rule 14a-12 promulgated under the
Securities Exchange Act of 1934. Other information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise, will
be contained in the proxy statement/prospectus and other relevant
materials to be filed with the SEC regarding the proposed transactions
when they become available. Investors should read the proxy
statement/prospectus carefully when it becomes available before making
any voting or investment decisions. You may obtain free copies of these
documents from Holdco or Forest Oil Corporation using the sources
indicated above.

This document shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the U.S. Securities Act of 1933, as amended.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
document contains forward-looking statements concerning the proposed
transactions, its financial and business impact, management’s beliefs
and objectives with respect thereto, and management’s current
expectations for future operating and financial performance, based on
assumptions currently believed to be valid. Forward-looking statements
are all statements other than statements of historical facts. The words
“anticipates,” “may,” “can,” “plans,” “believes,” “estimates,”
“expects,” “projects,” “intends,” “likely,” “will,” “should,” “to be,”
and any similar expressions or other words of similar meaning are
intended to identify those assertions as forward-looking statements. It
is uncertain whether the events anticipated will transpire, or if they
do occur what impact they will have on the results of operations and
financial condition of Holdco, Forest Oil Corporation or Sabine Oil &
Gas LLC. These forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially from
those anticipated, including but not limited to the ability of the
parties to satisfy the conditions precedent and consummate the proposed
transactions, the timing of consummation of the proposed transactions,
the ability of the parties to secure regulatory approvals in a timely
manner or on the terms desired or anticipated, the ability of Holdco to
integrate the acquired operations, the ability to implement the
anticipated business plans following closing and achieve anticipated
benefits and savings, and the ability to realize opportunities for
growth. Other important economic, political, regulatory, legal,
technological, competitive and other uncertainties are identified in the
documents filed with the SEC by Holdco or Forest Oil Corporation from
time to time, including Forest Oil Corporation’s Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
For additional information on the risks and uncertainties that could
impact Sabine Oil & Gas LLC’s business and operations, please see the
Annual Report posted to the investor relations section of its web site
at www.sabineoil.com.
The forward-looking statements including in this document are made only
as of the date hereof. None of Holdco, Forest Oil Corporation nor Sabine
Oil & Gas LLC undertakes any obligation to update the forward-looking
statements included in this document to reflect subsequent events or
circumstances.

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